EXHIBIT 3.4
BYLAWS OF HOMELIFE, INC.
DATED OCTOBER 10, 1995
BYLAWS
OF
HOMELIFE, INC.
A NEVADA CORPORATION
INDEX
BYLAWS OF
HOMELIFE, INC.
ARTICLE I - OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
ARTICLE II - STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1. ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
2. SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
3. PLACE OF MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
4. NOTICE OF MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
5. CLOSING OF TRANSFER BOOK OR FIXING OF RECORD DATE. . . . . . . . . . . . .1
6. VOTING LIST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
7. QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
8. PROXIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
9. VOTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
10. ORDER OF BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
a. Roll Call . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
b. Proof of notice of meeting or waiver of notice. . . . . . . . . . . .2
c. Reading of minutes of preceding meeting . . . . . . . . . . . . . . .2
d. Reports of Officers . . . . . . . . . . . . . . . . . . . . . . . . .2
e. Reports of Committees . . . . . . . . . . . . . . . . . . . . . . . .2
f. Election of Directors . . . . . . . . . . . . . . . . . . . . . . . .2
g. Unfinished Business . . . . . . . . . . . . . . . . . . . . . . . . .2
h. New Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
11. INFORMAL ACTION BY STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . .2
ARTICLE III - BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . .3
1. GENERAL POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
2. NUMBER, TENURE AND QUALIFICATIONS. . . . . . . . . . . . . . . . . . . . .3
3. REGULAR MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
4. SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
5. NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
6. QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
7. MANNER OF ACTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. . . . . . . . . . . . . . . . .3
9. REMOVAL OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . .3
10. RESIGNATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
11. COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
12. EXECUTIVE AND OTHER COMMITTEES . . . . . . . . . . . . . . . . . . . . . .4
ARTICLE IV - OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
1. NUMBER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
2. ELECTION AND TERM OF OFFICE. . . . . . . . . . . . . . . . . . . . . . . .4
3. REMOVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
4. VACANCIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
5. PRESIDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
6. CHAIRMAN OF THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . .4
7. SECRETARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
8. TREASURER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
9. SALARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
ARTICLE V - STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
1. CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
2. NEW CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
3. RESTRICTIONS OF TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . .5
ARTICLE VI - CONTRACTS, LOANS, CHECKS, AND DEPOSITS. . . . . . . . . . . . . . . . .5
1. CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
2. LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
3. CHECKS, DRAFTS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . .5
4. DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
ARTICLE VII - FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
ARTICLE VIII - DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
ARTICLE IX - SEAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
ARTICLE X - WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
ARTICLE XI - AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
BYLAWS
OF
HOMELIFE, INC.
A NEVADA CORPORATION
ARTICLE I - OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 1200 S. Eastern Avenue, in the city of Las Vegas, county of Clark.
The corporation may have such other offices, either within or without the State
of incorporation as the board of directors may designate or as the business of
the corporation may from time to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the stockholders shall be held on
the 2nd Tuesday of August in each year, beginning with the year 1996 at the hour
of 1 o'clock P.M. local time for the purpose of the election of directors and
for the transaction of such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal holiday such meeting shall
be held on the next succeeding business day.
2. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the president
or by a director, and shall be called by the president at the request of the
holders of not less than fifty one (51) percent of all the outstanding shares of
the corporation entitled to vote at the meeting.
3. PLACE OF MEETING. The directors may designate any place, either within or
without the state unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting called by the
directors. A waiver of notice signed by all stockholders entitled to vote at a
meeting may designate any place, either within or without the state unless
otherwise prescribed by statute, as the place for holding such meeting. If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the corporation.
4. NOTICE OF MEETING. Written or printed notice stating the place, day and
hour of the meeting and, in the case of a special meeting is called, shall be
delivered not less than ten (10) days nor more than twenty (20) days before the
date of the meeting, either personally or by mail, by the direction of the
president, or secretary, or the director calling the meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or stockholders entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other proper purpose, the directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case twenty (20) days. If the stock transfer books be closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least twenty (20)
immediately preceding such meeting. In lieu of closing the stock transfer
books, the directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than twenty
1
(20) days and, in case of a meeting of stockholders, such date in any case to be
not less than ten (10) days prior to the date on which the particular action
requiring such determination of stockholders entitled to notice of or to vote at
a meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed ro the date on which
the resolution of the directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof.
6. VOTING LIST. The officer or agent having charge of the stock transfer
books for the shares of the corporation shall make, at least ten (10) days
before each meeting of stockholders, a complete list of stockholders entitled to
vote at such meeting, or any adjournment thereof arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of the (10) days prior to such meeting, shall be kept on file at the
principal office of the corporation and shall be subject to inspection by any
stockholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the whole time of the meeting. The
original transfer book shall be prima facie evidence as to who are the
stockholders entitled to examine such list or transfer books or to vote at the
meeting of stockholders.
7. QUORUM. At any meeting of stockholders fifty one (51) percent of the
outstanding shares of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of stockholders. If less than
said number of the outstanding shares are represented at a meeting, a majority
of the outstanding shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting originally noticed. The stockholders present at duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
8. PROXIES. At all meetings of the stockholders, a stockholder may vote by
proxy executed in writing by the stockholder or by his duly authorized attorney
in fact. Such proxy shall be filed with the secretary of the corporation before
or at the time of the meeting.
9. VOTING. Each shareholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these bylaws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.
10. ORDER OF BUSINESS. The order of business at all meetings of the
stockholders, shall be as follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors,
g. Unfinished Business.
h. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS. Unless otherwise provided by law, any
action required to be taken at a meeting of the stockholder, or any other action
which may be taken at a meeting of the stockholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the stockholders entitled to vote with respect to the subject
matter thereof.
2
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS. The business and affairs of the corporation shall be
managed by its board of directors. The directors shall in all cases act as a
board, and they may adopt such rules and regulations for the conduct of their
meetings and the management of the corporation, as they may deem proper. not
inconsistent with these by-laws and the laws of the State of Nevada.
2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the
corporation shall be a minimum of one (1) and a maximum of five (5). Each
director shall hold office until the next annual meeting of stockholders and
until his successor shall have been elected and qualified.
3. REGULAR MEETINGS. A regular meeting of the directors, shall be held
without other notice than this by-law immediately after, and at the same place
as, the annual meeting of stockholders. The directors may provide, by
resolution, the time and place for holding of additional regular meetings
without other notice than such resolution.
4. SPECIAL MEETINGS. Special meetings of the directors may be called by or at
the request of the president or any two directors. The person or persons
authorized to call special meetings of the directors may fix the place for
holding any special meeting of the directors called by them.
5. NOTICE. Notice of any special meeting shall be given at least one day
previously thereto by written notice delivered personally, or by telegram or
mailed to each director at his business address. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
6. QUORUM. At a meeting of the directors fifty (50) percent shall constitute
a quorum for the transaction of business, but if less than said number is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
7. MANNER OF ACTING. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships
resulting from an increase in the number of directors and vacancies occurring on
the board for any reason except the removal of directors without cause may be
filled by a vote of the majority of the directors then in office, although less
than a quorum exists. Vacancies occurring by reason of the removal of directors
without cause shall be filled by vote of the stockholders. A director elected
to fill a vacancy caused by resignation, death or removal shall be elected to
hold office for the unexpired term of his predecessor.
9. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause
by vote of the stockholders or by action of the board. Directors may be removed
without cause only by vote of the stockholders.
10. RESIGNATION. A director may resign at any time by giving written notice to
the board, the present or the secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
11. COMPENSATION. No compensation shall be paid to directors, as such, for
their services, but by resolution of the board a fixed sum and expenses for
actual attendance at each regular or special meeting of the board may be
authorized. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
3
12. EXECUTIVE AND OTHER COMMITTEES. The board, by resolution, may designate
from among its members an executive committee and other committees, each
consisting of one (1) or more directors. Each such committee shall serve at the
pleasure of the board.
ARTICLE IV - OFFICERS
1. NUMBER. The officers of the corporation shall be the president, a
secretary and a treasurer, each of whom shall be elected by the directors. Such
other officers and assistant officers as may be deemed necessary may be elected
or appointed by the directors.
2. ELECTION AND TERM OF OFFICE. The officers of the corporation to be elected
by the directors shall be elected annually at the first meeting of the directors
held after each annual meeting of the stockholders. Each officer shall hold
office until his successor shall have been duly elected an shall have qualified
or until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.
3. REMOVAL. Any officer or agent elected or appointed by the directors may be
removed by the directors whenever in their judgment the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.
4. VACANCIES. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
5. PRESIDENT. The president shall be the principal executive officer of the
corporation and, subject to the control of the directors, shall in general
supervise and control all of the business and affairs of the corporation. He
shall, when present, preside at all meetings of the stockholders and of the
directors. He may sign, with the secretary or any property officer of the
corporation thereunto authorized by the directors, certificates for shares of
the corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed, except in cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of present and such other duties
as may be prescribed by the directors from time to time.
6. CHAIRMAN OR THE BOARD. In the absence of the present or in the event of
his death, inability or refusal to act, the chairman of the board of directors
shall assume the duties of the present, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. The
chairman of the board of directors shall perform such other duties as from time
to time may be assigned to him by the directors.
7. SECRETARY. The secretary shall keep the minutes of the stockholders'
and of the directors' meetings in one or more books provided for that
purpose, see that all notices are duly given in accordance with the
provisions of these by-laws or as required, be custodian of the corporate
records and of the seal of the corporation and keep a register of the post
office address of each stockholder which shall be furnished to the secretary
by such stockholder, have general charge of the stock transfer books of the
corporation and in general preform all the duties incident to the office of
secretary and such other duties as from time to time may be assigned to him
by the president or by the directors.
8. TREASURER. If required by the directors, the treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the directors shall determine. He shall have charge and custody of
and be responsible for all funds and securities of the corporation; receive and
give receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such money in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
4
9. SALARIES. The salaries of the officers shall be fixed from time to time by
the directors and no officer shall be prevented from receiving such salary by
reason of fact that he is also a director of the corporation.
ARTICLE V - STOCK
1. CERTIFICATES. The shares of stock shall be represented by consecutively
numbered certificates signed in the name of the Corporation by its President or
Vice President and the Secretary or an Assistant Secretary, and shall be sealed
with he seal of the Corporation, or with a facsimile thereof. The signatures of
the Corporation's officers on such certificates may also be facsimiles if the
certificate is countersigned by a transfer agent, or registered by a registrar
other than the Corporation itself or an employee of the Corporation. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be an officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issue. Certificate of stock shall be in such
form consistent with law as shall be prescribed by the Board of Directors. No
certificate shall be issued until the shares represented thereby are fully paid.
2. NEW CERTIFICATES. No new certificates evidencing shares shall be issued
unless the older certificate or certificates in lieu of which the new
certificates is issued, shall be surrendered for cancellation, except as
provided in paragraph 2 of this Article V.
3. RESTRICTION OF TRANSFER. No certificate shall be issued or re-issued
without a restriction of transferability clearly imprinted thereupon unless
registered as required by law or an exemption from registration is available.
ARTICLE VI - CONTRACTS, LOANS, CHECKS, AND DEPOSITS
1. CONTRACTS. The directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.
2. LOANS. No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the directors. Such authority may be general or confined to
specific instances.
3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be determined by
resolution of the directors.
4. DEPOSITS. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as the directors may select.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of June each
year.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares int eh manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal."
5
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these bylaws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the stockholders representing a majority of all the shares
issued and outstanding, at any annual stockholders' meeting or at any special
stockholders' meeting when the proposed amendment has been set out in the notice
of such meeting.
Read and approved by the founder of this corporation:
/s/ Robert L. Cashman Date: 10/10/95
---------------------
Robert L. Cashman
/s/ Georgia Cashman Date: 10/10/95
---------------------
Georgia Cashman
/s/ Karen Fowler Date: 10/10/95
---------------------
Karen Fowler
6